GLOBAL AGENCY AGREEMENT STACR Debt Notes, Series 2015-DNA3

Transcription

1 GLOBAL AGENCY AGREEMENT STACR Debt Notes, Series 2015-DNA3 GLOBAL AGENCY AGREEMENT, dated as of November 9, 2015 (as amended, modified and supplemented from time to time, the Agreement ), between FEDERAL HOME LOAN MORTGAGE CORPORATION ( Freddie Mac ), as issuer, and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States of America, as agent, registrar, authenticating agent, calculation agent, paying agent and transfer agent (collectively, the Global Agent ), in connection with the Freddie Mac Structured Agency Credit Risk (STACR) Debt Notes, Series 2015-DNA3. All Exhibits attached hereto are made a part hereof as if their full text were set forth and incorporated herein as part of this Agreement. WHEREAS, Freddie Mac intends to issue the Original Notes (as defined below) in the form of registered book-entry securities or in definitive form, from time to time, as provided herein; and WHEREAS, Freddie Mac desires to engage the Global Agent and the Global Agent desires to perform certain services relating to the Original Notes (as defined below), including authentication, registration, transfer and payment upon the duly authorized and accepted request of a holder. NOW, THEREFORE, for and in consideration of the premises and the mutual covenants herein contained, and subject to the conditions herein set forth, Freddie Mac and the Global Agent agree as follows: Section 1. Definitions. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Debt Agreement. Agreement means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more agreements supplemental hereto. Authorized Officer has the meaning specified in Section 3(a) hereof. Book-Entry Notes means global notes in book-entry form, including DTC Notes and Common Depositary Notes. Business Day means a day other than (i) a Saturday or Sunday or (ii) a day on which the offices of Freddie Mac, the corporate trust offices of the Global Agent or the Exchange Administrator (currently located at 1 Federal Street, 3rd Floor, Boston, Massachusetts 02110), DTC, or the banking institutions in the City of New York are authorized or obligated by law or executive order to be closed. 1

2 Class B Notes means one or more of the Class B Notes issued pursuant to the Debt Agreement. Class M Notes means the Class M-1, Class M-2 and Class M-3 Notes issued pursuant to the Debt Agreement. Clearstream means Clearstream Banking, société anonyme, which holds securities for its participants and facilitates the clearance and settlement of securities transactions between its participants through electronic book-entry changes in accounts of its participants. Closing Date means November 9, Code means the Internal Revenue Code of 1986, as amended. Common Depositary means the common depositary for Euroclear, Clearstream, Luxembourg and/or any other applicable clearing system, which will hold Common Depositary Notes on behalf of Euroclear, Clearstream and/or any such other applicable clearing system. Common Depositary Notes means Notes that are deposited with a Common Depositary and that will clear and settle through the systems operated by Euroclear, Clearstream and/or any such other applicable clearing system other than DTC. DBRS means DBRS, Inc. and its successors. Debt Agreement means the debt agreement dated as of November 9, 2015 by and among Freddie Mac and the Holders of Notes, a copy of which is attached as Exhibit A hereto. Definitive Notes means the Notes that under certain limited circumstances may be in registered, certificated form, as provided herein. DTC means The Depository Trust Company of New York, a limited-purpose trust company. DTC Custodian means the custodian of the DTC Notes on behalf of DTC, which initially shall be the Global Agent. DTC Notes means the Notes cleared, settled and maintained on the DTC System, registered in the name of a nominee of DTC and subject to DTC s rules and procedures, as amended from time to time, and substantially in the form of Exhibits B-1 and B-2. All of the Notes will be DTC Notes at issuance. DTC Participants means participants in the DTC System. DTC System means the book-entry system of DTC. 2

3 Exchange Administration Agreement means the exchange administration agreement dated as of November 9, 2015 between Freddie Mac and the Exchange Administrator. Exchange Administrator means the entity selected by Freddie Mac to act as its exchange administrator for the Class M Notes and the MAC Notes, which as of the Closing Date is U.S. Bank. Euroclear means the Euroclear System, a depositary that holds securities for its participants and clears and settles transactions between its participants through simultaneous electronic book-entry delivery against payment. Financial Intermediary means each brokerage firm, bank, thrift institution or other financial intermediary that maintains the account for each person who owns a beneficial ownership interest in the Book-Entry Notes. Fitch means Fitch Ratings, Inc. and its successors. Freddie Mac means the Federal Home Loan Mortgage Corporation. Global Agent has the meaning specified in the preamble, and any duly qualified and appointed successor or successors of U.S. Bank thereto. Holder means in the case of (i) DTC Notes, DTC or its nominee; (ii) Book-Entry Notes or Common Depositary Notes, the depositary, or its nominee, in whose name the Notes are registered on behalf of a related clearing system; and (iii) Notes in definitive registered form, the person or entity in whose name such Notes are registered in the Register. Incumbency Certificate has the meaning specified in Section 3(b) hereof. Initial Note Principal Balance means $1,070,000,000. Issuer means Freddie Mac as issuer of the Original Notes and any successor to the obligations of Freddie Mac under the Original Notes. Issuer Order means a written order or request signed in the name of the Issuer by any of its Authorized Officers and delivered to the Global Agent. Letter of Representations means the letter agreement dated as of January 1, 2001 among Freddie Mac, as issuer, Freddie Mac, as agent, and DTC. MAC Notes means the Classes of Modifiable And Combinable STACR Notes set forth on Exhibit A to the Exchange Administration Agreement, which are exchangeable for Class M Notes, as described in the Exchange Administration Agreement and which represent interests in the Class M Notes. Minimum Denomination has the meaning set forth in Article IV of the Debt Agreement. 3

4 Note Collection Account means the segregated trust account established and maintained by the Global Agent entitled Note Collection Account of U.S. Bank National Association, Global Agent for the benefit of the Holders of STACR Debt Notes 2015-DNA3. Note Register means the book or books of registration kept by the Global Agent in which are maintained the names and addresses and principal amounts registered to each registered owner. Notes means the Original Notes and MAC Notes of the Freddie Mac STACR Debt Notes, Series 2015-DNA3, which may be transferred only on the book-entry system operated by DTC or its successor, or under certain limited circumstances, in registered, certificated form, as provided herein. NRSRO means a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act. Original Notes means (i) the Class M-1, Class M-2 and Class M-3 Notes, which are modifiable and combinable with the MAC Notes as described in the Exchange Administration Agreement, and (ii) the Class B Notes. Offering Circular means the Freddie Mac STACR Debt Notes, Series 2015-DNA3 Offering Circular dated November 3, Payment Date means the 25 th day of each calendar month (or, if not a Business Day, the following Business Day), commencing in November Permitted Investments means any one or more of the obligations that the Issuer and the Global Agent mutually agree to in writing. Rating Agencies means DBRS and Fitch. Rating Agencies Information Website means the internet website with respect to the Notes, initially located at access to which is limited to the Rating Agencies and NRSROs who have been provided access. Registrar has the meaning set forth in Section 4(a). Terms as used herein with respect to a particular issue of Notes means, unless the context otherwise requires, the terms applicable to all Notes, as described in the Offering Circular or the Debt Agreement. U.S. Bank means U.S. Bank National Association, a national banking association organized under the laws of the United States of America. 4

5 Section 2. Global Agent. (a) Appointment of Global Agent. Issuer hereby appoints U.S. Bank, acting through its corporate trust office at One Federal Street, 3 rd Floor, Boston, Massachusetts (and, as may be required by applicable law, any other corporate trust office thereof in the relevant jurisdiction), as Global Agent of Issuer in respect of the Original Notes, upon the terms and subject to the conditions set forth herein, and U.S. Bank hereby accepts such appointment. The Global Agent shall have the powers and authority granted to and conferred upon it in this Agreement and such further powers and authority to act on behalf of Issuer as may be mutually agreed upon in writing by Issuer and the Global Agent. (b) Payments through Global Agent. Payments of principal and interest in respect of Original Notes, and MAC Notes representing interests in the Class M Notes, shall be made by Issuer through the Global Agent in accordance with the terms set forth in the Debt Agreement and the Exchange Administration Agreement. In respect of the Notes, Issuer shall cause notice of any resignation, termination of the appointment of the Global Agent or any other agent and of any change in the office through which any such agent will act to be given as provided in the terms of such Notes and in accordance with Section 9(b) hereof. Section 3. Execution, Completion, Authentication and Delivery. (a) Execution of Notes. The Notes shall be executed on behalf of Freddie Mac by one or more officers of Freddie Mac authorized to do so pursuant to one or more resolutions of Freddie Mac and a Certificate of Delegation of Authority, whose signatures may be manual or facsimile (an Authorized Officer ). Notes bearing the manual or facsimile signature of an Authorized Officer shall bind Freddie Mac, notwithstanding that such person no longer serves as the official so authorized to execute the Notes prior to the authentication and delivery of the Notes or was not such an official at the date of execution of such Notes. The Global Agent shall have no responsibility to Freddie Mac to determine by whom or by what means a facsimile signature may have been affixed on the Notes, or to determine whether any facsimile or manual signature is genuine. (b) Incumbency Certificates. From time to time the Issuer shall furnish the Global Agent with a certificate of the Issuer certifying the incumbency and specimen signatures of Authorized Officers of the Issuer (the Incumbency Certificate ). Until the Global Agent receives a subsequent Incumbency Certificate of the Issuer, the Global Agent shall be entitled to rely on the last such Incumbency Certificate delivered to it for purposes of determining who is an Authorized Officer. (c) Form of Notes. The Notes shall be evidenced by one or more certificates, substantially in the form of Exhibit B-1 (for Original Notes) and Exhibit B-2 (for MAC Notes) hereto, signed by an Authorized Officer and delivered to the corporate trust office of the Global Agent. The corporate trust office of the Global Agent shall authenticate and deliver the Notes, each substantially in the forms attached hereto. (d) Global Agent as DTC Custodian. The Global Agent shall hold on deposit each DTC Note executed and authenticated as provided in this Section 3(d) as DTC Custodian. Upon 5

6 issuance of any Common Depositary Note to be held on deposit by the Global Agent, the Registrar or its duly appointed agent shall record the name of CEDE & CO. as the nominee of the common depositary as the registered Holder of the Common Depositary Note. Upon issuance of any DTC Note to be held on deposit by the Global Agent as custodian for the benefit of DTC, the Registrar or its duly appointed agent shall record Cede & Co. as DTC s nominee as the registered Holder of the DTC Note. Upon issuance of any other Book-Entry Note to be held on deposit by the Global Agent, the Registrar or its duly appointed agent shall record the name of the applicable nominee of the applicable depositary as the registered Holder of such Book-Entry Note. (e) Early Redemption. The Original Notes are subject to early redemption by the Issuer as set forth in Article III of the Debt Agreement. If the Issuer elects to exercise its early redemption option with respect to the Original Notes, the Issuer shall give written notice by an Authorized Officer of its intention to exercise such option to the Global Agent of the principal amount of the Original Notes to be so redeemed in accordance with the Terms applicable to such Note. At the request of the Issuer, the Global Agent shall cause notice of redemption to be given to the Holders of Original Notes (and MAC Notes representing interests in the Class M Notes) in accordance with the notice requirements set forth in the Debt Agreement in the name of and at the expense of Issuer. Section 4. Register and Transfer. (a) Registration of Notes. The Registrar shall cause to be kept a Note Register (the Note Register ) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of the Notes and the registration of transfers and exchanges of Notes as herein provided. The Global Agent shall be the Registrar for the purpose of registering the Notes and the transfers and exchanges of Notes (other than exchanges of Class M Notes for MAC Notes and vice versa, which will be administered by the Exchange Administrator pursuant to the Exchange Administration Agreement) as herein provided. The Note Register shall contain the name and remittance instructions. (b) Minimum Denominations. Each Note shall be issued in minimum denominations of not less than the Minimum Denomination. On the Closing Date, (i) the Original Notes shall be issued such that the sum of the denominations of all outstanding Original Notes shall equal the applicable Initial Note Principal Balance, and (ii) the MAC Notes shall be registered in denominations of $0. On the Closing Date and pursuant to an Issuer Order, the Registrar will execute and authenticate one or more Book-Entry Notes in an aggregate principal amount that shall equal the Initial Note Principal Balance. (c) DTC Notes; Book-Entry Notes. The DTC Notes shall be delivered by the Issuer to DTC or, pursuant to DTC s instructions, shall be delivered by the Issuer on behalf of DTC to and deposited with the DTC Custodian, and in each case shall be registered in the name of Cede & Co. The Book-Entry Notes may be deposited with such other depositary as the Issuer may from time to time designate, and shall bear such legend as may be appropriate; provided that such successor depositary maintains a book-entry system that qualifies to be treated as registered form under Section 163(f)(3) of the Code. 6

7 (d) Limitation on Obligations of Issuer and Global Agent. With respect to Notes registered in the Note Register in the name of Cede & Co., as nominee of DTC, the Issuer and the Global Agent shall have no responsibility or obligation to Direct or Indirect Participants or Beneficial Owners for which DTC holds Notes from time to time as a depositary. Without limiting the immediately preceding sentence, the Issuer and the Global Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Notes, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Holder, of a Note, (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Holder of a Note as shown in the Note Register, of any amount with respect to any distribution of principal or interest on the Notes or (iv) the making of book-entry transfers among Participants of DTC with respect to Notes registered in the Note Register in the name of the nominee of DTC. No Person other than a registered Holder of a Note as shown in the Note Register shall receive a physical Note evidencing such Note. (e) New Nominee of DTC. Upon delivery by DTC to the Global Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of distributions by the mailing of checks or drafts to the registered Holders of Book-Entry Notes appearing as registered owners in the Note Register on a Record Date, the name Cede & Co. in this Agreement shall refer to such new nominee of DTC. (f) Successors to DTC. In the event that DTC advises the Global Agent in writing that DTC is no longer willing or able to discharge properly its responsibilities as nominee and depositary with respect to the Book-Entry Notes and the Global Agent is unable to locate a qualified successor in accordance with Section 5(a) hereof, the Book-Entry Notes shall no longer be restricted to being registered in the Note Register in the name of Cede & Co. (or a successor nominee) as nominee of DTC. At that time, the Issuer may determine that the Book-Entry Notes shall be registered in the name of and deposited with a successor depositary operating a global book-entry system, as may be acceptable to the Issuer, or such depositary s agent or designee but, if the Issuer does not select such alternative global book-entry system, then upon surrender to the Registrar of the Book-Entry Notes by DTC, accompanied by the registration instructions from DTC for registration, the Global Agent shall at the Issuer s expense authenticate Definitive Notes in accordance with Section 5 hereof. Neither the Issuer nor the Global Agent shall be liable for any delay in DTC s delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Global Agent, the Registrar and the Issuer shall recognize the Holders of the Definitive Notes as Holders hereunder. (g) Letter of Representations. Notwithstanding any other provision of this Agreement to the contrary, so long as any Book-Entry Notes are registered in the name of Cede & Co., as nominee of DTC, all distributions of principal and interest on such Book-Entry Notes and all notices with respect to such Book-Entry Notes shall be made and given, respectively, in the manner provided in the Letter of Representations. 7

8 (h) Surrender for Registration of Transfer. Subject to the preceding paragraphs, upon surrender for registration of transfer of any Note at the office of the Registrar and, upon satisfaction of the conditions set forth below, the Issuer shall execute and the Global Agent shall authenticate and deliver, in the name of the designated transferee or transferees, a new Note of the same aggregate percentage interest and dated the date of authentication by the Global Agent. The Registrar shall maintain a record of any such transfer and deliver it to the Issuer upon request. (i) Treatment of Holder as Owner. Except as otherwise provided herein, Issuer and the Global Agent may deem and treat the registered Holder as appears in the Register of any Note as the absolute owner of such Note, in each case for the purpose of receiving payments on such Note and for all other purposes whatsoever. For purposes of any DTC Note deposited with or held on behalf of DTC (or any nominee of DTC), DTC (or such nominee) shall be considered the sole holder of any Notes related thereto. For purposes of any other Book-Entry Note deposited with or held on behalf of the applicable depositary (or any nominee of such depositary), such depositary (or such nominee) shall be considered the sole holder of any Notes related thereto. (j) Lost, Stolen or Mutilated Notes. In case any Note shall become mutilated, defaced, destroyed, lost or stolen, upon written application of the Holder thereof, Issuer will execute and, upon Issuer's written request, the Global Agent shall authenticate and deliver a new Note, having a number not contemporaneously outstanding, of like tenor and equal principal amount or notional amount, as applicable, registered in the same manner, and dated and bearing interest from the date to which interest has been paid on such mutilated, defaced, destroyed, lost or stolen Note, in exchange and substitution for the mutilated or defaced Note (upon surrender and cancellation thereof) or in lieu of and substitution for the Note destroyed, lost or stolen. In the case of a destroyed, lost or stolen Note, the applicant for a substituted Note shall furnish to Issuer and the Global Agent such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to Issuer and the Global Agent satisfactory evidence of the destruction, loss or theft of such Note and of the ownership thereof. Any mutilated or defaced Notes shall be surrendered before replacements will be issued. The Global Agent may authenticate any such substituted Note and deliver or cause the relevant transfer agent to deliver the same upon written request or authorization of any authorized representative of Issuer. Upon the issuance of any substituted Note, Issuer and the Global Agent may require the payment by the Holder thereof of a sum sufficient to cover any taxes and expenses connected therewith. In case any Note which has matured or is about to mature shall become mutilated or defaced or be destroyed, lost or stolen, Issuer may (if the Holder so agrees), instead of issuing a substitute Note, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated or defaced Note) upon compliance by the Holder with the provisions of this Section 4, as hereinabove set forth. Section 5. Exchange of Book-Entry Notes for Definitive Notes. (a) Initial Issuance; Exchanges; Form of Definitive Notes. The Notes will initially be issued as Book-Entry Notes. Interests in a Book-Entry Note shall be exchanged for Definitive Notes only if such exchange is permitted by applicable law and (i) in the case of a DTC Note, 8

9 DTC or the Issuer advises the Global Agent in writing that DTC is no longer willing, qualified or able to discharge properly its responsibilities as nominee and depositary with respect to the Book-Entry Notes and in each case the Issuer or the Global Agent is unable to locate a successor, (ii) in the case of a particular Book-Entry Note, if all of the systems through which it is cleared or settled are closed for business for a continuous period of 14 calendar days (other than by reason of holidays, statutory or otherwise) or are permanently closed for business or have announced an intention to permanently cease business and in any such situations the Issuer is unable to locate a single successor within 90 calendar days of such closure, or (iii) an Event of Default occurs under the Debt Agreement and Holders of Notes having voting rights aggregating not less than a majority of all voting rights evidenced by the Book-Entry Notes advise the Global Agent and DTC through the Financial Intermediaries and the DTC Participants in writing that the continuation of a book-entry system through DTC (or successor thereto) is no longer in the best interests of such Holders. A person having an interest in a Book-Entry Note issued in global form shall provide Freddie Mac or the Global Agent with a written order containing instructions and such other information as Freddie Mac or the Global Agent may require to complete, execute and deliver such Definitive Notes in authorized denominations. In such circumstances, Freddie Mac shall cause sufficient Definitive Notes to be executed and delivered as soon as practicable (and in any event within 45 calendar days of Freddie Mac receiving notice of the occurrence of such circumstances) to the Global Agent or its agent for completion, authentication and delivery to the relevant registered Holders of such Definitive Notes. The Issuer shall, from time to time, deliver to the Global Agent adequate supplies of Definitive Notes substantially in the form of Exhibit D-1 (for Original Notes) and D-2 (for MAC Notes), executed by the manual or facsimile signature of an Authorized Officer of the Issuer. The Global Agent will acknowledge receipt of any Definitive Notes received from the Issuer and will hold the Definitive Notes in safekeeping for the Issuer. (b) Exchange Procedures. If interests in any Book-Entry Note are to be exchanged for Definitive Notes pursuant to this Section 5(b), such Book-Entry Note shall be surrendered by DTC, Euroclear and/or Clearstream or such other clearing system in which the Book-Entry Note has been deposited to the Registrar to be so exchanged, without charge, and the Registrar shall authenticate and deliver as soon as practicable upon such exchange of interests in such Book- Entry Note (and in any event within 45 calendar days after the occurrence of such circumstances), an equal aggregate principal amount or notional amount, as applicable, in authorized denominations, of Definitive Notes. The Definitive Notes exchanged pursuant to this Section 5(b) shall be registered by the Registrar in such names as DTC, Euroclear and/or Clearstream or such other clearing system shall direct in writing in accordance with its records. If interests in a Definitive Note are to be exchanged for two or more Definitive Notes of that same Class, or vice versa, such Definitive Note shall be surrendered by the Holder thereof to the Global Agent to be so exchanged, without charge, and the Global Agent shall authenticate and deliver as soon as practicable upon such exchange of interests in such Definitive Notes (and in any event within 45 calendar days after the occurrence of such circumstances), an equal aggregate principal or notional amount, as applicable, in authorized denominations, of such Class of Definitive Notes. The Definitive Notes received in exchange pursuant to this Section 5(b) shall be subject to all other registration and transfer requirements of the Debt Agreement. 9

10 (c) Sale of Notes Within and Outside the United States. In respect of an issue of Notes sold in primary distribution both within and outside the United States, an interest in the Book- Entry Note deposited with DTC or its nominee may be exchanged for an interest in the same or one or more other Book-Entry Notes representing Notes sold outside the United States. Similarly, Book-Entry Notes representing Notes sold outside the United States may be exchanged for an interest in the Book-Entry Note deposited with DTC or its nominee upon the request of a Holder to the Registrar. The Registrar shall record the relevant decrease and increase in the principal amounts in authorized denominations, of such respective Book-Entry Notes in the Note Register. (d) Wiring Instructions upon Surrender for Transfer or Exchange. Every Note presented or surrendered for transfer or exchange shall be accompanied by wiring instructions, if applicable, in the form of Exhibit E. The preceding provisions of this section notwithstanding, the Issuer shall not be required to make, and the Registrar shall not register, transfers or exchanges of Notes called for redemption. (e) Same Benefits. Until exchanged in full, a Book-Entry Note of a particular issue shall in all respects be entitled to the same benefits under this Agreement as Definitive Notes of such issue authenticated and delivered hereunder. If, after any presentation thereof to the Global Agent, the principal or notional amount, as applicable, of Notes represented by any Book-Entry Note of a particular issue is reduced to zero, such Book-Entry Note shall remain outstanding on the records of the Global Agent until the Maturity Date or Early Redemption Date. (f) Applicable Charges for Transfer or Exchange of Notes. No service charge shall be made for any transfer or exchange of Notes, but prior to transfer the Registrar or Exchange Administrator may require payment by the transferor of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Notes. (g) Surrender of Notes. All Notes surrendered for payment, transfer and exchange or redemption shall be marked canceled by the Registrar and retained and destroyed in accordance with its policies and procedures. (h) Restrictions on Transfer or Exchange of Notes. Upon presentation of any Definitive Notes or Book-Entry Notes, accompanied by a written instrument of assignment and transfer in form set forth in the form of the Note, executed by the registered Holder, in person or by attorney thereunto duly authorized, such Note shall be transferred upon the register for the same and a transferred Note shall be authenticated and registered in the name of the transferee. Transfers and exchanges of Notes may be subject to restrictions set forth herein and shall be set forth in the text of the instrument and subject to such reasonable requirements as may be prescribed by the Issuer. Section 6. Calculations of Payments, Certificate Reports and Tax Reporting. (a) Monthly Reference Pool File; Monthly P&I Constant File. The Issuer shall provide to the Global Agent no later than the eighth (8th) Business Day in a month the Monthly Reference Pool File and Monthly P&I Constant File for such month, which shall be substantially in the form of Exhibits F and G hereto. In addition, the Issuer shall provide to the Global Agent, on or 10

11 within two Business Days of the Closing Date, the Issuance Reference Pool File and the P&I Constant File, which shall be in similar format to Exhibits F and G, respectively, as of the Closing Date. (b) Calculations by Global Agent. The Global Agent shall provide all calculations required in Article III of the Debt Agreement. The Global Agent s determination of any interest rate will, absent manifest error, be binding on the Issuer and the Holders of the relevant Notes. No amendment to the Debt Agreement which may materially or adversely affect the duties or obligations of the Global Agent, as the calculation agent hereunder, shall become effective without the prior written consent of the Global Agent. (c) Payment Date Statement; Bond File; Reference Pool File; Reconciliation Process. As soon as practicable after the principal and interest payments are determined for the Notes, and in no event less than five (5) Business Days prior to the applicable Payment Date, the Global Agent shall forward to the Issuer at mso_multiclass_payment@freddiemac.com, the Payment Date Statement, which shall be substantially in the form of Exhibit H hereto and the Bond File, which shall be substantially in the form of Exhibit I-1 and Exhibit I-2 hereto, as applicable. The Issuer and Global Agent shall reconcile each payment amount no later than two Business Days prior to a Payment Date. The reconciliation method shall be an agreed upon method between Issuer s and the Global Agent s respective operations groups. The Global Agent shall prepare and make the Payment Date Statement (and, at its option, any additional files containing the same information in an alternative format) and the Reference Pool File for each Payment Date available two Business Days prior to such Payment Date to Holders that provide appropriate certification in the form acceptable to the Global Agent (which may be submitted electronically via the Global Agent s Internet site) and to any designee of Freddie Mac via the Global Agent s Internet site. The Global Agent s Internet site initially is located at Parties that are unable to use the above distribution options are entitled to have a paper copy mailed to them via first class mail by calling the customer service desk at (800) and indicating such. The Global Agent may change the way the Global Agent s Payment Date Statement is distributed in order to make such distribution more convenient or more accessible to such persons or entities. The Global Agent shall provide timely and adequate notification to all above parties regarding any such changes. The Global Agent will not be liable for the dissemination of information in accordance with this Agreement. The Global Agent is entitled to rely on but will not be responsible for the content or accuracy of any information provided by third parties for purposes of preparing the Payment Date Statement and may affix thereto any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto). (d) Global Agent to Furnish Tax Information. The Global Agent (or its designated agent) shall furnish, with respect to each Class of Notes, to Freddie Mac and each Holder or Beneficial Owner of Notes such information as required by U.S. federal tax law (including any required Form 1099 reporting) or as Freddie Mac deems necessary or desirable to enable Freddie Mac and Holders and Beneficial Owners of Notes to prepare their U.S. federal income tax returns, if applicable. With respect to each of the Class M Notes, the Class B Notes and the MAC Notes, such reporting information shall be in a form substantially similar to, and include the information 11

12 listed in, the sample forms provided in Exhibit J attached hereto. The information must be furnished in the time and manner specified by applicable law or as reasonably requested by Freddie Mac (including, publishing the monthly tax information on a website at least quarterly within 30 days after the end of each calendar quarter (except with respect to the fair market value information for the Class B Notes, which information is published within 30 days after the end of the calendar year). The Global Agent agrees to prepare such U.S. federal tax reporting information in accordance with the methodology described in Certain United States Federal Tax Consequences in the Offering Circular, unless it has been notified otherwise by Freddie Mac. (e) Preparation of IRS Form 8281 by Global Agent. Additionally, the Global Agent shall prepare Form 8281 to be filed with the IRS for each Class M Note issued with OID. For this purpose, the Class M Notes will not be treated as initially issued with OID. In the event that there is a write down (as described in Section 7(b) of this Agreement) with respect to the Class M-1, Class M-2 or Class M-3 Notes, such Class of Notes will be treated as reissued with OID at that time (i.e., all remaining stated interest on such Class of Notes will no longer be qualified stated interest), and the Global Agent shall prepare Form 8281 with respect to such Class M Notes at such time. The Form 8281 must be completed and sent to the Freddie Mac Tax Department by the 15 th day after the applicable Class M Notes are treated as reissued with OID. (f) Global Agent s Compliance with Tax Law. The Global Agent (or its designated agent) hereby represents to Freddie Mac and the Exchange Administrator that it will comply with (i) the Foreign Account Tax Compliance Act provisions of Sections 1471 through 1474 of the Code (commonly known as FATCA ) and (ii) any and all U.S. federal withholding tax requirements and related U.S. federal withholding tax information reporting requirements applicable to any payments made with respect to the Notes, including the collection of any forms, certifications or other statements required to be provided by Holders of Notes to establish any exemption or reduction in U.S. federal withholding tax. In addition, the Global Agent hereby represents to Freddie Mac that, for U.S. federal income tax purposes, it is treated as a U.S. person, and a properly completed Form W-9 (or other appropriate tax form) has been provided to Freddie Mac on or before the Closing Date of the Original Notes. Section 7. Payments in Respect of Notes. (a) Payment to Global Agent. Freddie Mac shall wire to the Note Collection Account by 12 P.M. New York City time one (1) Business Day before the Payment Date pursuant to the wiring instructions set forth in Exhibit K hereto, the principal and interest payments due on the Notes for such Payment Date. For purposes of this paragraph (a), the date on which a payment in respect of a Note becomes due means the first date on which the Holder of a Note could claim the relevant payment under the Terms of the applicable Note. The Global Agent shall retain on deposit, for the benefit of the Holders, such amount until the related Payment Date. Funds in the Note Collection Account shall not initially be invested in Permitted Investments. To the extent that the Issuer requests in writing that funds in the Note Collection Account be invested in Permitted Investments for the period from each remittance date to the related Payment Date, the Global Agent shall invest such amounts in Permitted Investments selected by the Issuer, which shall mature not later than the related Payment Date. All such Permitted Investments shall be made in the name of the Global Agent for the benefit of the Issuer. All income and gain realized 12

13 from any Permitted Investment in the Note Collection Account shall be remitted to the Issuer on each Payment Date. The Issuer shall remit to the Global Agent for deposit in the Note Collection Account the amount of any losses incurred in respect of any such investments out of its own funds, without any right of reimbursement therefor, immediately as realized. All payments made hereunder shall be in accordance with the Terms of the applicable Note and the Debt Agreement. To the extent that amounts in the Note Collection Account are invested in Permitted Investments, the Global Agent shall report the income gain or loss to the Issuer in writing within three (3) Business Days of the date on which the gain or loss accrues on the account and send the amount of any such gain to the account designated in a written instruction by Freddie Mac (which instruction may be a standing instruction). (b) Write-Ups and Write-Downs. On each Payment Date, the Global Agent shall write up or write down the Class Principal Balance or Notional Principal Amount, as applicable, of each Class of Notes, as applicable, as determined pursuant to the Debt Agreement and agreed to by Issuer and the Global Agent. (c) Notification of Non-Payment. The Global Agent shall forthwith notify Freddie Mac by facsimile, or other rapid means of communication if it has not received the full amount for any payment due in respect of the Notes on the date such payment is due. The Global Agent shall have no liability, responsibility, duty or obligation to any Holder or beneficial owner of Notes to take any action against Issuer in the event that Issuer fails to make available funds sufficient to pay amounts due and payable and owing to any Holder on any Payment Date. The Global Agent shall give issuance instructions to DTC in accordance with DTC s procedures. (d) Payments by Global Agent. The Global Agent shall, subject to and in accordance with the Terms of the applicable Note and the Debt Agreement, pay or cause to be paid on behalf of Freddie Mac on and after each due date therefor the amount due in respect of the Notes. If any payment provided for in paragraph (a) above is made late but otherwise in accordance with this Agreement, the Global Agent will nevertheless make such payments in respect of the Notes. However, unless and until the full amount of any such payment has been made to the Global Agent, the Global Agent shall not be bound to make such payments. (e) Late Payments. If the Global Agent has not by the due date for any payment in respect of the Notes received the full amount payable on such date but receives it later, it will forthwith give notice on behalf of Freddie Mac to the other agents and the Holders of Notes that it has received such full amount. (f) Method of Payment to Global Agent. All sums payable to the Global Agent hereunder shall be paid (i) in immediately available or same-day funds to such account with such bank in the principal financial center of the currency in which the Notes are denominated as the Global Agent may specify in a notice to Freddie Mac or (ii) as the Global Agent may from time to time otherwise specify in a notice to Freddie Mac. (g) Money Held by Global Agent. Money paid by Freddie Mac to the Global Agent for payment of amounts owing with respect to the Notes may be dealt with by the Global Agent in the same manner as other money paid to it as a banker by its customers except that (i) it may not exercise any lien, right of set-off or similar claim in respect of such sums and (ii) except as 13

14 otherwise set forth in Section 7(a) above, it shall not be liable to anyone for interest on any sums held by it under this Agreement. (h) Partial Payments. If any payment is due on a Note and only part of such amount that is due is paid, a notation shall be made in the Register of the amount paid and the date of payment. (i) Cancelled Notes. All Definitive Notes surrendered for payment shall be delivered to the Global Agent. All Notes so delivered shall be promptly cancelled by the Global Agent. All cancelled Notes held by the Global Agent shall be destroyed, and the Global Agent shall furnish to Freddie Mac upon request a certificate with respect to such destruction. (j) Binding Payments. All payments of principal of, interest on and other amounts owing with respect to any Notes made on any Payment Date shall be binding upon the Holder of such Notes and of any Notes issued upon the registration of transfer thereof or in exchange therefore or in lieu thereof. (k) Maturity or Redemption. On any day when a Note matures or is to be redeemed, the Issuer shall transmit, or cause to be transmitted, to the Global Agent, to the account specified in Exhibit K, or such other account that the Global Agent may specify by written notice to Issuer, prior to 10:00 a.m., New York City time, one Business Day prior to the Payment Date, an amount of immediately available funds sufficient to pay the aggregate amount due on such Note as determined pursuant to the Debt Agreement. (l) Presentment. The Global Agent shall pay any amounts due on Definitive Notes at the maturity thereof or upon early redemption solely upon presentment. The Global Agent may, without liability to the Issuer, refuse to pay any Note that would result in an overdraft to the account in which the Global Agent holds funds for the payment of the Notes. Section 8. Representations. (a) Issuer s Representations and Warranties. The Issuer represents and warrants to the Global Agent that the issuance and delivery of the Notes have been duly and validly authorized by Issuer and that the Notes, when completed, countersigned for authentication and delivered pursuant hereto, will constitute the valid and legally binding obligations of Issuer. (b) Global Agent s Representations and Warranties. (i) The Global Agent represents and warrants that it has duly authorized and properly executed this Agreement, is currently in compliance with this Agreement and with the rules and procedures of DTC, is authorized to act as a custodian for DTC for any DTC Note relating to the Notes, and to serve in all capacities set forth in this Agreement. (ii) The Global Agent represents and warrants that the consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or 14

15 without notice or lapse of time) a default under, its articles of association or bylaws or any agreement or other instrument to which it is a party or by which it is bound; and to its knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over it or its properties: (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that might materially and adversely affect the performance by it of its obligations under, or the validity or enforceability of, this Agreement. Section 9. Conditions of Global Agent's Obligations and Changes in Agents. (a) Conditions of Global Agent s Obligations. The Global Agent accepts its obligations set forth herein, upon the terms and conditions hereof, including the following, to all of which Issuer agrees. References to the Global Agent in (i)-(vii) below shall include any agent appointed hereunder. (i) Compensation. Issuer agrees to promptly pay the Global Agent all compensation as set forth in Exhibit L, hereto, or as otherwise agreed upon with Issuer in writing and to reimburse the Global Agent for the reasonable out of pocket expenses (including but not limited to reasonable counsel fees and expenses) incurred by the Global Agent for all services rendered hereunder during the term of the Agreement. The obligations of Issuer under this Section 9(a)(i) shall survive the termination of this Agreement, including any termination of this Agreement pursuant to any applicable bankruptcy or insolvency law. (ii) Indemnification. Issuer shall indemnify and hold harmless the Global Agent, its directors, officers, employees and agents from and against any and all actions, claims, damages, liabilities, judgments, losses, costs, charges and expenses (including legal fees and expenses) relating to or arising out of actions or omissions from actions in any capacity as Global Agent under this Agreement, the Debt Agreement and the Notes, except actions, claims, damages, liabilities, judgments, losses, costs, charges and expenses caused by the gross negligence, willful misconduct or bad faith of the Global Agent, its directors, officers, employees or agents. The Global Agent shall incur no liability and shall be indemnified and held harmless by Issuer for any error of judgment made in good faith by the officers and employees of the Global Agent. The Global Agent shall incur no liability and shall be indemnified and held harmless by Issuer for, or in respect of, any actions taken, omitted to be taken or suffered to be taken in good faith by the Global Agent in reliance upon (A) a written advice or opinion of counsel or (B) any instruction from an Authorized Officer of Issuer. The Global Agent shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its responsibilities under this Agreement and that in its opinion may involve it in any expense or liability. The obligations of Issuer under this Section 9(a)(ii) shall survive the termination of this Agreement, including any termination of this Agreement pursuant to any applicable bankruptcy or insolvency law. (iii) Documents. The Global Agent shall be protected and shall incur no liability for or in respect of any action taken, omitted to be taken or anything suffered by it in reliance upon any Note, notice, direction, consent, certificate, affidavit, statement or other paper or 15

16 document (including facsimile or electronic mail transmission) reasonably believed by it to be genuine and to have been signed or submitted by the proper parties. The Global Agent may conclusively rely and shall be fully protected in its reliance upon instructions which shall include any instructions given or confirmed in writing by facsimile or through a time-sharing terminal given by Issuer or the Exchange Administrator pursuant to this Agreement which the Global Agent believes in good faith to have been given by an Authorized Officer. (iv) No Liability for Interest. The Global Agent shall not be under any liability for interest on any monies at any time received or held by it pursuant to any of the provisions of this Agreement or of any of the Notes, except as set forth in Section 7. (v) No Liability for Invalidity. The representations of Issuer contained herein, in the Debt Agreement and in the Offering Circular (except in the Global Agent's certificates of authentication of the Notes) shall be taken as the statements of Issuer, and the Global Agent assumes no responsibility for the correctness of the same. The Global Agent makes no representation as to the validity or sufficiency of this Agreement or the Notes except for the Global Agent's due authorization to execute this Agreement. Neither the Global Agent nor any other agent of Issuer shall be accountable for the use or application by Issuer of the proceeds of any Notes authenticated and delivered by the Global Agent in conformity with the provisions of this Agreement and of the Notes. (vi) No Implied Obligations. The Global Agent shall be obligated to perform such duties and only such duties as are set forth herein and in the Debt Agreement and no implied duties or obligations shall be read into this Agreement or any of the Notes against the Global Agent. The Global Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability the payment or indemnification of which within a reasonable time is not, in its reasonable opinion, assured to it. The Global Agent shall not be liable for any action taken, suffered or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement. (vii) Account of Issuer. The Global Agent, in acting under this Agreement and in connection with the Notes, is acting solely as agent of Issuer and does not assume any obligation or relationship of agency or trust for or with any of the Holders of the Notes. All funds held by the Global Agent or any other agent of Issuer for payment of principal of, premium, if any, or interest on the Notes shall be held for the benefit of Holders but need not be segregated from other funds except as required by law and as required in this Agreement or the Notes, and shall be applied as set forth herein and in the Debt Agreement for the Notes; provided, however, that, any funds paid by Issuer and held by the Global Agent in respect of the principal of, or premium, if any, or interest, if any, on any Notes that remain unclaimed at the end of one year after such principal, premium or interest shall have become due and payable shall be repaid to Issuer by the Global Agent; and provided, further, that the Global Agent shall not be required to repay to Issuer any monies claimed by a Holder of Notes and paid to such Holder prior to the receipt by the Global Agent of express written instructions from Issuer to repay such unclaimed monies. Upon such repayment, Global Agent s obligations with respect to such funds shall terminate and 16